TERMS & CONDITIONS
“Catalogue”: means the catalogue (in whatever form, whether paper or electronic) of Supplies of the Firm current at the date on which the Customer’s order is accepted by the Firm.
“Firm”: Kits n Spares or its permitted assigns.
“Conditions”: means these terms and conditions.
“Contract”: means any contract between the Firm and the Customer for the sale and purchase of Supplies.
“Customer”: means the person(s) or organisation(s) whose order for the Supplies is accepted by the Firm.
“Goods”: means any goods supplied or to be supplied by the Firm to the Customer.
“Services”: means any services supplied or to be supplied by the Firm to the Customer.
“Supplies”: means any Goods or Services.
“in writing”: includes electronic communications.
All orders are accepted by the Firm subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Firm and the Customer or set out in the Customer’s standard terms and conditions. If there is any conflict between
* the other provisions of the Catalogue and these Conditions; or
* the provisions of the order and these Conditions
these Conditions will prevail unless the Firm agrees otherwise in writing. Together with any terms accepted by the Firm in connection with an order, these Conditions constitute the entire agreement between the Firm and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Firm.
Prices for Supplies as displayed in website is in Indian Rupees (INR), exclusive of all taxes suchas VAT,CST ,Octroi ., etc., which if applicable will be added at the time of completing the sale transactions and payment needs to be made inclusive of relevant taxes getting reflected in the final invoice
The Firm has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the Catalogue or otherwise quoted to the Customer but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time of despatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 90 days or more, the Firm reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.
Save where credit terms have been agreed in writing in advance, payment is due when the order is placed with the Firm without any deductions, withholding or set off. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Firm shall be entitled to:
- cancel the order or suspend any further deliveries or performance;
- appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Firm may think fit; and
- charge interest (both before and after any judgment) on the amount unpaid at the rate of 18% per annum above the base rate from time to time of HSBC Bank plc until payment is made in full.
If legal action is taken to recover monies due to the Firm then the Firm reserves the right to charge the Customer an administration fee to cover all and any costs incurred.
The Firm reserves the right to accept or reject any request or offer to trade with any organisation or person, without providing any reason.
Once accepted, no order may be cancelled without the prior written agreement of a director of the Firm. Without limiting the generality of this, orders for Goods which are not in catalogue, non stock items and items specified to be non-cancellable or non-returnable at the time of quotation may not be cancelled.
Orders for Goods are usually accepted by the Firm by the despatch of the Goods from the warehouse of its associated organisations. However, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
The Firm reserves the right to charge a handling charge of INR 75 on all orders under INR 3000 and also reserves the right change the handling charges from time to time .
Orders for certain Goods, in particular Goods which are not in catalogue or are non-stock items, may be subject to a minimum order quantity or value which the Firm will use its reasonable endeavours to notify to the Customer prior to accepting its order.
Save as set out below, the Firm will use all reasonable endeavours to deliver the Goods to the Customer within 5 working days of written order and the same or next working day after the Goods clear customs in India, provided that the Firm’s supplier has the Goods ordered in stock. Such deliveries are usually offered free of charge but the Firm reserves the right to charge for delivery of certain items, for example those that are very large, heavy or hazardous, and the Firm reserves the right to charge for delivery as standard on certain accounts. Any such charge will be notified to the Customer at the time of establishment of its account or placing of the order to which such charge applies.
Where Goods ordered are not in catalogue or are non-stock items, the Firm will make reasonable endeavours to notify the lead times for such Goods, where known.
Where Goods ordered are supplied to the Firm from its foreign principals (“foreign deliveries”), the usual estimated delivery date for those Goods is 10 to 12 working days from the date of order and an additional delivery charge may be payable. The Firm will endeavour to contact the Customer [prior to processing any order for such Goods] to notify of any Foreign Deliveries comprised in the order, the applicable estimated lead times for delivery and any additional delivery charges which may apply.
For more urgent deliveries the Firm offers a special delivery, the details and cost of which are available on request and may be set out in the front of the Catalogue. Goods highlighted in the Catalogue with H next to the order code cannot, as a result of their size and/or weight, be delivered using the special delivery service. This material can be delivered using surface mode of transport and the cost pertaining to this will be charged back to back as intimated by the service provider.
The Firm reserves the right to deliver or perform by instalments.
Failure to meet a delivery or performance date where deliveries or performance are by instalment shall not prevent or restrict the Firm from making further deliveries or rendering subsequent performance under the relevant Contract by instalment.
Delivery will be made to the address specified by the Customer. The Firm reserves the right to arrange delivery of Goods directly from the manufacturer or supplier of those Goods to the Customer.
The Firm may use any method of delivery available to it. All delivery dates and times given are estimates. The Firm will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence. The Firm reserves the right to delay despatch for a number of reasons, including to perform any necessary credit checks or procedures or to ensure that payment has been received in cleared funds in full. Where despatch is delayed for such reasons the Firm will use reasonable endeavours to inform the Customer.
- Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in 13 below, the Firm shall not be liable for any defect in the Supplies unless written notice is given to the Firm within 15 days of the date of delivery to the Customer. The Firm does not write software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used.
The quantity of any consignment of Goods, as recorded by the Firm upon despatch from the Firm’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Firm will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Firm within 15 days of the date of delivery to the Customer in the ordinary course of events. The liability of the Firm for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 8 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
Prior to returning any Goods to the Firm for any reason, the Customer must contact the Firm to obtain a returns authorisation number (’RMA’).
All Goods are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Firm and for providing proof of delivery of such return.
The Firm operates a 30 day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Firm within 30 days of delivery to the Customer. The Customer should return the Goods to “The Returns Department, Kits ‘n’ Spares, D-88/5, Okhla Industrial Area, Phase-1, New Delhi, 110020, clearly quoting the Customer’s account number, order number and RMA.
Any Goods returned after 30 days as ’unwanted’ or ’incorrectly ordered’ will only be accepted at the discretion of the Firm. All Goods returned (whether within 30 days of delivery or otherwise) will be subject to a restocking fee of 20% of the invoice value of the Goods (subject to a minimum charge of INR 2000).
Goods that consist of software or are specially constructed or contain any of the hazardous substances referred to in European Union’s Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment (RoHS) may not be returned under this Condition 9. Any Goods which are not in catalogue or are non-stock items may not be returned under this Condition 9. Any static sensitive Goods supplied in sealed packaging may not be returned if the blister or ‘peel’ packs in which they are supplied has been opened, tampered with or damaged.
Orders for US Stock Goods, whether single drop or scheduled, are irrevocable and cannot be cancelled and US Stock Goods may not be returned except in accordance with Conditions 8 or 15 (if applicable) or with the prior written consent of a director of the Firm.
No Goods will be accepted for return without an RMA.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in any product literature relating to the Goods, the Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Firm shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Firm’s negligence or otherwise. The Firm may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
- Risk and ownership
Save where the Customer arranges delivery of the Goods from the Firm, the risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Firm’s carriers at the Customer’s premises.
Where the Customer arranges for picking the material from firms Bangalore warehouse delivery risk in the Goods will pass to the Customer or its designated carrier being available for collection from the warehouse. Ownership of the Goods shall not pass to the Customer until the Firm has received in full (in cash or cleared funds) all sums due from the Customer to the Firm on any account whatsoever.
Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Firm’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Firm shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
The Catalogue remains at all times the sole and exclusive property of the Firm.
- Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Firm in writing, the Firm accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Firm’s negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Firm. Any advice or recommendation given by an employee of the Firm which is not confirmed in writing by a director of the Firm is acted on entirely at the Customer’s risk and the Firm shall not be liable for any such advice or recommendation which is not so confirmed. The liability of the Firm to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 12 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Firm’s option, the supply of replacement Supplies which are sufficient and suitable.
The Firm will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Firm will, free of charge, repair or, at the Firm’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Firm to be damaged or defective due to faulty materials, workmanship or design.
Software programs are supplied on the strict understanding that the Firm does not warrant their function to be free from defects or error.
This obligation will not apply:
* if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Firm;
* because the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods;
* if the Customer has failed to notify the Firm of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or
* if the Customer fails to notify the Firm of the defect within 12 months (or such other period as the Firm shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired under this Condition 13 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Firm.
The Customer grants to the Firm and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 13. The Customer shall ensure that the Firm’s employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Firm’s arrival on site.
The Firm’s sole obligation and liability, should any Supplies prove damaged or defective in accordance with this Condition 13, shall be limited to, at the Firm’s option, the repair or replacement of the relevant Goods or the re-performance of the relevant Services or the refund of the price paid for the relevant Supplies.
This Condition is the Firm’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
- Exclusion of Liability
Except as provided in Conditions 8 (Inspection, defects and non delivery),
12 (Performance and fitness for purpose), and 13 (Warranty/Guarantee), the Firm will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
* Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Firm or on part of the Firm’s employees, agents or sub-contractors;
* Any breach by the Firm of any of the express or implied terms of the Contract;
* Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
* Any acts or omissions of the Firm at the Customer’s premises;
* Any statement made or not made or advice given or not given by or on behalf of the Firm, including as to compliance with legislation or regulation; or
* Otherwise under the Contract.
And the Firm hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 12) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
The Firm’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Firm’s option, refunding monies already paid in respect of the Supplies.
Each of the Firm’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 8, 10, 12, 13, 14 and 15 in that person’s own name and for that person’s own benefit.
- The Product Search facility
The Customer acknowledges that this service (on Firm’s website) is, as at the date of issue of these Conditions, provided free of charge. Without limiting the generality of Condition 14, the Firm will make all reasonable efforts to assist the Customer in identifying and/or procuring suitable Goods but accepts no liability for failing to do so in a timely manner or at all nor for failing to source possible or appropriate Goods or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.
- Intellectual property rights
The Supplies may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Firm shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising
In particular, without limiting the above, title in any software program forming all or any part of the Goods is reserved to the Firm and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.
- Use of Personal Data
“Personal Data” means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Firm) the Firm can identify that Customer or that representative, regardless of how and when that data is provided. The Firm may process Personal Data for all purposes contemplated in these Conditions or arising in the context of the relationship between the Firm and the Customer
- Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account and other anti fraud or identity checks;
- Order fulfilment, administration, customer services, profiling the Customer’s purchasing preferences and to help to review, develop and improve the Firm’s business and the goods and services it offers;
- Direct marketing of the Firm’s products and services and/or of the products and services of other companies in the Group to which the Firm belongs or third parties which the Firm believes may be of interest to the Customer or its representatives, whether by post, fax, telephone, email, SMS, MMS or otherwise to the extent that it is lawfully able to do so;
- Crime prevention or detection.
The processing of the Personal Data may involve:
- The disclosure of that Personal Data to the Firm’s service providers and agents;
- The disclosure of that Personal Data to other companies in the Group to which the Firm belongs whose products and services the Firm believes may be of interest to that Customer or representative;
- The disclosure of that Personal Data to third parties whose products and services the Firm believes may be of interest to that Customer or representative where we are permitted to do so;
- The transfer of Personal Data outside of India, including to countries whose laws may not provide adequate protection to Personal Data. The Firm will only transfer Personal Data outside India to companies within the same group of companies as the Firm, to companies in the European Union or to companies who have guaranteed to the Firm the same level of protection as that Personal Data would have received in India.
In order to fulfil any Contract for US Stock Goods the Firm will transfer the Personal Data of the person to whom the Goods are to be delivered to the USA. In placing an order for US Stock Goods, the Customer (on behalf of itself and the person to whom the Goods are to be delivered, where different) accept that this transfer will take place and consent to it, even though the USA may not provide the same level of protection to Personal Data as India. The Firm will endeavour to ensure that the Personal Data receives an adequate level of protection while in the hands of its representatives in the USA. Where the Personal data relate to another individual to whom the Goods are to be delivered, the Customer agrees that he or she has the authority of that individual to consent on his or her behalf.
If, at any time, the Customer or its representatives does not wish his or her Personal Data to be used for any or all of the above purposes, he or she should contact the Customer Support Team, Kits n Spares, D-88/5, Okhla Industrial Area, Phase-1, New Delhi-110020 or email at [email protected] or notify any of our sales representatives when placing an order by phone.
Please note that withholding or withdrawing consent to the use of Personal Data for the fulfilment of any Contract for US Stock Goods will severely curtail the service which the Firm can offer and may require the Firm to vary the terms of the Contract.
In the event that the Firm sends promotional material to the Customer in relation to goods or services available from the Firm, these Conditions shall apply to all Supplies purchased from such material.
- Country of origin
Unless otherwise confirmed by the Firm in writing, nothing in these Conditions is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.
- Age requirements for certain Goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
- Prohibited Applications
The Goods are not designed, authorised or warranted to be suitable for:
- implantation in the body or for use in life support equipment, other medical equipment or in any application or system for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage; or
- in the case of Goods manufactured by and/or supplied to the Firm by NXP Semiconductors, use in military, air craft or space applications.
Use or inclusion of the Firm’s Goods in any such equipment, system or applications is strictly prohibited and any such use will be at the Customer’s own risk. The Customer will indemnify the Firm and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.
- Force majeure
The Firm shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Firm’s obligations under these Contract if the delay or failure was due to any cause beyond the Firm’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Firm may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
- Recording of telephone calls
The Firm reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes.
- Legal construction
All Contracts shall be governed by and interpreted in accordance with the laws of India and the Customer submits to the jurisdiction of the courts at New Delhi, but the Firm may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Firm to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.
The Firm shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any organisation in its group of companies at any time.